Notes to Accounts of Euro Ceramics Ltd.

Mar 31, 2015

1 Pursuant to the Companies Act 2013, the Company has revised the
depreciation rates w.e.f. April 1, 2014, based on the maximum useful
life of its various Fixed Assets as prescribed in Part-C of Schedule
-II to the Companies Act, 2013. The Company has reworked the estimated
useful life of the fixed assets during the current financial year and
accordingly in case of fixed assets whose useful life has already been
completed as on April 1, 2014, the carrying value (net of residual
value) of those Fixed Assets amounting to Rs. 5,934.66 lacs have been
debited to the opening balance of General Reserve Account.

2 Extra Ordinary item amounting to Rs. 3,552.17 Lacs debited to profit
and loss account during the financial year 2014-15 is on account of
provisions made for permanent diminution in value of Investments in its
subsidiary and Loans & Advances made to its partnership firm.

3 The Company's financial facilities/arrangements including Term
Loans, Working Capital Facilities and Non Fund Based Credit Facilities
have expired and the accounts with the Banks have turned into Non
Performing Assets since more than 2 years. The Banks have initiated
legal proceedings for the recovery from the Company u/s. 19 of the Debt
Recovery Tribunal (DRT) and u/s. 13(2) of the Securitization &
Reconstruction of Financial Assets & Enforcement of Security (Second)
Interest (SARFAESI) Act, 2002. Some of the creditors filed cases
against the Company and its Directors for recovey of their dues,
including petitions for winding up of the Company, in the High Court of
Mumbai. The management has taken and been taking all diligent steps
under legal advice, to defend the Company in all the litigation. Since
the matters are sub-judice, the exact liability of the Company can't be
ascertained at this point of time.

4 The Company on the basis of registration filed u/s. 15(1) of the
Sick Industrial Companies (Special Provisions) Act, 1985, before the
Hon'ble Board for Industrial & Financial Reconstruction, and the
hearings for which are in process for determination of sickness and on
the basis of ongoing negotiations with the lenders for reduction in
interest, rephasement in terms of borrowings etc., has not provided for
interest to the tune of Rs. 8,758.47 Lacs (calculated based on last
sanction letters in hand) on financial facilities, for the year ending
March 31, 2015.

Note 6:- The Company does not have a Company Secretary as required
under the provision of Section 203 of the Companies Act, 2013. The
Company is in the process of appointing a whole time Company Secretary
as required by the provision of Section 203 of the Companies Act, 2013.

Mar 31, 2014

1. SHARE CAPITAL

Terms and Rights attached to the Equity Shares:

The Company has only one class of equity shares having a par value of
Rs. 10/- per share. Each holder of equity shares is entitled to one
vote per share. No Dividends were proposed by the Board of Directors
for the financial year 2013-2014 / 2012-2013. In the event of
liquidation of the company, equity shareholders will be entitled to
receive remaining assets of the Company after distribution of all
preferential amounts. The distribution shall be in proportion to the
number of equity shares held by them.

2. LONG TERM BORROWINGS

FOR YEAR ENDED MARCH 31, 2014

2.1. The Company has been incurring losses since F.Y.2011-12 onwards
which has resulted in erosion of its net worth and depletion in its
working capital. Eventually there were defaults in the repayment of
obligations to banks and the relevant loan accounts - Term Loans, Cash
Credits and other Non-Fund Based Credits. Consequently the Lenders have
called-off their advances and issued notice for recovery under section
19 of Recovery of Debts (DRT) and under section 13(2) of the
Securitization & Reconstruction of Financial Assets & Enforcement of
Security (Second) Interest (SARFAESI) Act, 2002 to the Company.

2.2. In the F.Y.2013-14, the Company on the basis of audited accounts
for the financial year ended March 31, 2013 and being mandatory
requirement has filed the reference under section 15(1) of the Sick
Industrial Companies (Special Provisions) Act, 1985 before the Hon''ble
Board For Industrial And Financial Reconstruction (BIFR). The above
reference has been duly registered by the Learned Registrar of Hon''ble
BIFR and hearings of the same are in process for determination of
sickness.

2.3. In the light of the above scenario, all the term loans from banks
are no longer treated as Long Term Borrowings, but have been classified
as Current maturities of Loans & Credit Facilities from Banks under
Other Current Liabilities in Note No.6.

3. SHORT TERM BORROWING

3.1. The Company has been incurring lossess since F.Y.2011-12 ownwards
which has resulted in erosion of its net worth and depletion in its
working capital. Eventually there were defaults in the repayment of
obligations to banks and the relevant loan accounts - Term Loans, Cash
Credits and other Non-Fund Based Credits. Consequently the Lenders have
called-off their advances and issued notice for recovery under section
19 of Recovery of Debts (DRT) and under section 13(2) of the
Securitization & Reconstruction of Financial Assets & Enforcement of
Security (Second) Interest (SARFAESI)Act, 2002 to the Company.

3.2. In the F.Y.2013-14, the Company on the basis of audited accounts
for the financial year ended March 31, 2013 and being mandatory
requirement has filed the reference under section 15(1) of the Sick
Industrial Companies (Special Provisions) Act, 1985 before the Hon''ble
Board For Industrial And Financial Reconstruction (BIFR). The above
reference has been duly registered by the Learned Registrar of Hon''ble
BIFR and hearings of the same are in process for determination of
sickness.

3.3. In the light of the above scenario, all the Working Capital Loans
from banks have been classified as Current maturities of Loans & Credit
Facilities from Banks under Other Current Liabilities in Note No.6.

3.4. Working capital loan from banks and buyers credit arrangement are
secured against the hypothecation of present and future stocks of Raw
Materials, Stock-In-Process, Finished Goods, Stock-In-Trade, Stores &
Spares, Consumables and Book Debts and against the collateral
securities & Personal Guarantee given by the Directors and Related
Parties.

4. TRADE PAYABLES

4.1. The information of amounts outstanding to Micro, Small and Medium
Enterprises has been determined to the extent such parties could be
identified on the basis of the information available with the Company
regarding the status of suppliers under the MSME.

4.2. No interest is paid/payable during the year to any enterprise
registered under the MSME.

b. Guarantees given to
the Banks for the loans
taken by the Euro
Merchandise (India) Ltd.,
(100% Subsidiary) 162,000,000 162,000,000

c. The Company has imported various Capital Goods under the Export
Promotion Capital Goods Scheme (EPCG), of the Government of India,
through various licenses, at concessional rates of Custom Duty on an
undertaking to fulfill quantified exports within a period of eight
years from the date of the respective licenses. The Custom Duty so
saved amounts to Rs. 30,76,45,374/- (Previous Year Rs. 30,76,45,374/-)
and the corresponding Export Obligation to be fulfilled is Rs.
1,69,53,45,986/- (Previous Year Rs. 1,71,03,91,974/-) as on the Balance
Sheet date. If the said export is not made within the stipulated time
period, the company is required to pay the Custom Duty corresponding to
the balance export obligation to be fulfilled, together with interest
@15% p.a. Formal discharge from the obligation by the appropriate
authorities is in progress in respect of some of the Licenses of which
Export Obligation is entirely fulfilled by the close of the year.

7. Previous year''s figures have been regrouped/ reclassified wherever
necessary to correspond with the current year''s classification/
disclosure.

8. The Company does not have a Company Secretary as required under the
provision of Section 383A of the Companies Act, 1956. The Company is in
the process of appointing a whole time Company Secretary as required by
the provision of Section 383Aof the Companies Act, 1956.

Mar 31, 2013

Note 1:- CONTINGENT LIABILITIES

Particulars As at March 31,2013 As at March 31, 2012

a. Bills Discounted with
Banks - 7,160,614

b. Letter of Credit - 19,317,417

c. Bank Guarantees 255,000 42,994,000

d. Guarantees given to
the Banks for the
loans taken by the
Euro Merchandise
(India) Ltd.,
(100 % Subsidiary) 162,000,000 322,000,000

e. The Company has imported various Capital Goods under the Export
Promotion Capital Goods Scheme (EPCG), of the Government of India,
through various licenses, at concessional rates of Custom Duty on an
undertaking to fulfill quantified exports within a period of eight
years from the date of the respective licenses. The Custom Duty so
saved amounts to Rs.30,76,45,374/- (Previous Year Rs.30,78,61,293/-) and
the corresponding Export Obligation to be fulfilled is
Rs.1,71,03,91,974/- (Previous Year Rs. 1,72,50,51,747/-) as on the Balance
Sheet date. If the said export is not made within the stipulated time
period, the company is required to pay the said saved Custom Duty
together with interest @15% p.a. Formal discharge from the obligation
by the appropriate authorities is in progress in respect of some of the
Licenses of which Export Obligation is entirely fulfilled by the close
of the year.

Mar 31, 2012

Terms and Rights attached to the Equity Shares:

The Company has only one class of equity shares having a par value of Rs
10/- per share. Each holder of equity shares is entitled to one vote
per share. No Dividends were proposed by the Board of Directors for the
financial year 2011-2012 / 2010-2011. In the event of liquidation of
the company, equity shareholders will be entitled to receive remaining
assets of the Company after distribution of all preferential amounts.
The distribution shall be in proportion to the number of equity shares
held by them.

1.1 Working capital loan from banks and buyers credit arrangement are
secured against the hypothecation of present and future stocks of Raw
Materials, Stock-In-Process, Finished Goods, Stock-In-Trade, Stores &
Spares, Consumables and Book Debts and against the collateral
securities & Personal Guarantee given by the Directors and Related
Parties.

1.2 Overdraft Facility from Banks is secured against the Tertiary
Charge on the entire Fixed Assets and Current Assets.

2.1 The information of amounts outstanding to Micro, Small and Medium
Enterprises has been determined to the extent such parties could be
identified on the basis of the information available with the Company
regarding the status of suppliers under the MSME.

2.2 No interest is paid / payable during the year to any enterprise
registered under the MSME.

3.2 Current maturities of long-term debt for the year eneded March
31,2011 includes:

(a) Rs 4,05,00,000/- Non Convertible Debentures secured by way of
exclusive charge on the assest situated at Ankleshwar, Gujarat and
tertiary charge on on the current assets and fixed assets both moveable
and immoveable, present and future, located at Kutch, Gujarat and
repayable in equal monthly installments ending on June 11.

(b) Rs 5,00,00,000/- Bank Term Loan Secured by way of tertiary charge on
on the current assets and fixed assets both moveable and immoveable,
present and future, located at Kutch, Gujarat, and repayable in equal 6
monthly installments starting from Oct 2010 to March 2011.

4 CORPORATE DEBT RESTRUCTURING

The economic slowdown, adverse overall market scenario in general and
real estate and infrastructure in particular, the slower off take of
the Company's products by the end user industry and customers, has
adversely affected the Dusiness of the Company and the Company has
suffered significant losses in ceramics business. Due to continued
losses, the Company is continuously facing the difficulties in managing
its cash flows and working capital requirements. In order to correct
its working capital position and liquidity challenges arising out of
the mismatch of the loan maturities and potential projected earnings,
the Company approached the lenders for restructuring of its entire debt
for suitable realignment under Corporate Debt Restructuring (CDR)
mechanism. The CDR Cell approved the proposal of debt restructuring
with super majority of the lenders on September 29, 2011, and issued
the Letter of Approval (LOA), based on which the lenders agreeing to
the package has signed the Master Restructuring Agreement (MRA) on
February 25, 2012. The significant highlight of the package is as
under:

a TheCut-off-Date(COD)is April 1,2011.

b The total existing term loan ofRs 335.77 Crores outstanding as on COD
is restructured.

c The principal repayment in 38 structured quarterly installment in
stepped up manner starting from October 1,2011 to March 31, 2021, after considering 6 months moratorium from COD.

d Funding of Interest for a period of 6 months from COD, amounting to Rs
21.20 Crores. Out of which Rs 18.80 Crores to be converted into Equity
or Compulsory Convertible Debentures (CCDs). The CCDs to be convertible
in to equity within 18 months from the date of allotment.

e The rate of interest is starting from 3.50 % p.a. to 14.00 % p.a.
increasing in a stepped up manner till the tenure of debt.

f Carving out working capital irregularities to the tune of Rs 13 Crores
into a Working Capital Term Loan, repayable in 34 structured
installments with 18 months of moratorium from COD with interest rate
as described for other Term Loans.

g Additional working capital loans ofRs 12 Crores and critical capex
loan ofRs 5 Crores to be shared by some of the lenders.

h The existing security structure is continued and more specifically
covered under the MRA.

i The Company to issue Zero Coupon Bonds amounting to Rs 3.85 Crores to
one of the lenders for their sacrifices, repayable after March 2021.

5 CONTINGENT LIABILITIES

Particulars As at March
31, 2012 As at March
31, 2011

a. Bills Discounted with Bank 7,160,614 28,433,423

b. Letter of Credit 19,317,417 23,428,403

c. Bank Guarantees 42,994,000 42,994,000

d. Guarantees given to the
Banks for the loans taken by the 322,000,000 325,000,000
Euro Merchandise (India)
Ltd., (100 % Subsidiary)

e- The Company has imported various Capital Goods under the Export
Promotion Capital Goods Scheme (EPCG), of the Government of India,
through various licenses, at concessional rates of Custom Duty on an
undertaking to fulfill quantified exports within a period of eight
years from the date of the respective licenses. The Custom Duty so
saved amounts to Rs 30,78,61,293/- (Previous Year Rs 31,12,05,280/-) and
the corresponding Export Obligation to be fulfilled is Rs
1,72,50,51,747/- (Previous YearRs 1,69,23,44,848/-) as on the Balance
Sheet date. If the said export is not made within the stipulated time
period, the company is required to pay the said saved Custom Duty
together with interest @15% p.a. Formal discharge from the obligation
by the appropriate authorities is in progress in respect of some of the
Licenses of which Export Obligation is entirely fulfilled by the close
of the year.

- Figures of the Previous Year have been given in brackets.

- No amounts in respect of the related parties have been written
off/back.

- Related party relationship have been identified by the management and
relied upon by the auditors.

6 The Revised Schedule VI has become effective from April 1, 2011 for
the preparation of financial statements. This has significantly
impacted the disclosure and presentation made in the financial
statements.

Previous years figures have been regrouped /reclassified wherever
necessary to correspond with the current years classification /
disclosure.

7 The Company does not have a Company Secretary as required under the
provision of Section 383Aof the Companies Act, 1956.The Company is in
the process of appointing a whole time Company Secretary as required by
the provision of Section 383Aof the Companies Act, 1956.

Mar 31, 2011

1. Contingent Liabilities not provided for in the books of accounts:

Current Year PreviousYear

a. Bills Discounted with Banks 2,84,33,423 1,94,45,133

b. Letter of Credit 2,34,28,403 12,49,37,135

c. Bank Guarantees 4,29,94,000 4,94,000

d. Guarantees given to 32,50,00,000 32,50,00,000
the Banks forthe
loans taken by the Euro
Merchandise (India) Ltd.,
(100% Subsidiary)

e. The Company has imported various Capital Goods under the Export
Promotion Capital Goods Scheme (EPCG), of the Government of India,
through various licenses, at concessional rates of Custom Duty on an
undertaking to fulfill quantified exports within a period of eight
years from the date of the respective licenses. The Custom Duty so
saved amounts to Rs. 31,12,05,280/- (Previous Year Rs. 33,87,48,010/-)
and the corresponding Export Obligation to be fulfilled is Rs.
1,69,23,44,848/- (Previous Year Rs. 2,04,49,34,503/-) as on the Balance
Sheet date. If the said export is not made within the stipulated time
period, the company is required to pay the said saved Custom Duty
together with interest @15% p.a. Formal discharge from the obligation
by the appropriate authorities is in progress in respect of some of the
Licenses of which Export Obligation is entirely fulfilled by the close
of the year.

2. Unsecured Loans from Banks and Financial Institutions of Rs. NIL
(Previous YearRs. 31,32,93,086/-) are payable within a period of one
year.

3. Sundry Debtors include amount in respect of which the Company holds
Letter of Credit / Guarantees from Banks of Rs.1,18,20,052 I-
(PreviousYearRs. 3,23,60,118/-).

4. Fixed Deposits of Rs. 4,41,26,721/- (Previous YearRs.
3,95,52,761/-) are pledged with banks as Margin Money against
Guarantees / Letter of Credit issued and Credit facilities sanctioned
by the Bank.

5. Pursuant to scheme of demerger of Mumbai Realty Division (MRD) of
Ethix Realtors Private LimitedI (ERPL) on a going concern basis with
Euro Ceramics Limited as approved by the Hon'ble High Court of
Judicature at Bombay dated April 15,2011, the Mumbai Realty Division of
Ethix Realtors Private Limited has been merged with the Company with
effect from October 1,2009.

The merger has been accounted for under the "Pooling of interest
method" as prescribed by Accounting Standard (AS-14) Accounting for
Amalgamation issued by The Institute of Chartered Accountants of India

In accordance with the said Scheme, all the assets, debts, liabilities,
duties and obligations of MRD have been vested in the Company with
effect from October 1,2009 and have been recorded at their respective
book values. There were no material difference in the accounting
93,28,134 Equity shares of Rs. 10/-each fully paid, have to be allotted
to the shareholders of ERPL in the ratio of 340 equity shares of Rs.
107- each of the Company for every 182.244332 equity share of Rs. 107-
each of ERPL. Pending the allotment of the said Equity shares pursuant
to the Scheme, the amount has been shown as "Share Capital Suspense".

In accordance with the said scheme, any excess/ shortfall of the Net
Assets Value taken over by the Company over the paid up value of equity
shares to be issued and allotted has been transferred to Capital
Reserve on Demerger Account.

6. The Company has received intimations from suppliers regarding their
status under the Micro, Small and Medium Enterprises Development Act,
2006 and accordingly the amounts outstanding to such suppliers has been
disclosed. The Company has received interest waiver certificate for
interest on overdue outstanding payments for parties to whom the amount
in overdue underthe MSME Act